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Expert Corporate Governance Service (ECGS)
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Etude l' AG du 11/07/2017

Item 2: Approve the Remuneration Report. Total variable remuneration exceeds 300% of base salary, but only barely at 301%. Variable remuneration for the year is not considered excessive.  The structure is weighted more towards rewarding long-term performance, though alignment with performance is not clearly demonstrated and the qualitative portion of the bonus exceeds guidelines. 
 
Item 3: Approve the Remuneration Policy. The changes proposed to the Remuneration Policy generally strengthen the alignment between pay and performance.  However, the remuneration committee continues to have substantial influence over the annual bonus, the application of clawbacks and the application of pro-rating in the case of change in control. The inclusion of qualitative criteria for the LTIP may increase their influence over the payout of incentive plans.
 
Item 15: Elect a new Chairman. The Board seek the authority to appoint Mr. Archie Norman as the Board’s Chairman with a proposed appointment date of 1 September 2017. Mr. Norman will be considered independent upon appointment.
We welcome that shareholder approval has been sought for the appointment of the new Chairman in advance, rather than at the AGM after his appointment as is common practice. 

Underlying
Marks & Spencer Group PLC

Marks and Spencer Group is the holding company of the Marks & Spencer Group of companies. As a retailer, Co. provided its own-brand food, clothing and home products in its 1,433 stores worldwide and online as of Apr 1 2017. As of the same date, Co. sold food through 942 U.K. stores, including 253 owned and 383 franchise Simply Food stores; and own-brand clothing and homeware through 343 full-line stores, Outlets and its M&S.com website. Co. focuses on contemporary style and wardrobe essentials, and provides Womenswear, Lingerie and Menswear. Co. exports M&S Clothing & Home and Food around the world, with stores across Europe, Asia and the Middle East.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
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Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

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